UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 4, 2021

 

 

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in charter)

 

 

Nevada

(State or other jurisdiction of incorporation)

 

001-34611   20-2745790
(Commission File Number)   (IRS Employer Identification No.)

2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431

(Address of principal executive offices and zip code)

(561) 276-2239

(Registrant’s telephone number including area code)

Former Name or Former Address (If Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.001 par value per share   CELH   The NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

When used in this Current Report on Form 8-K, unless otherwise indicated, the terms “the Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its subsidiaries.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 

On June 4, 2021, the Company filed with the Secretary of State of the State of Nevada, Certificates of Withdrawal (the “Certificates of Withdrawal”) of the Certificates of Designation previously filed with the Secretary of State with respect to the Company’s (i) Series A Convertible Preferred Stock, (ii) Series B Convertible Preferred Stock, (iii) Series C Convertible Preferred Stock, and (iv) Series D Convertible Preferred Stock, each par value $0.001 per share (together, the “Previously Designated Series”). At the time of the filing of the Certificates of Withdrawal, no shares of any of the Previously Designated Series were outstanding. The Certificates of Withdrawal were effective upon filing, and eliminated from our Articles of Incorporation all matters set forth in the previously-filed Certificates of Designation with respect to the Previously Designated Series. As a result, the Company currently has no designated series of preferred stock.

 

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description of Exhibit

3.1    Certificate of Withdrawal of Designation of Series A Convertible Preferred Stock
3.2    Certificate of Withdrawal of Designation of Series B Convertible Preferred Stock
3.3    Certificate of Withdrawal of Designation of Series C Convertible Preferred Stock
3.4    Certificate of Withdrawal of Designation of Series D Convertible Preferred Stock

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CELSIUS HOLDINGS, INC.
Date: June 7, 2021     By:  

/s/ John Fieldly

      John Fieldly, Chief Executive Officer

 

3

Exhibit 3.1

 

LOGO

Filed in the Office of Business Number E0241042005 4 (. Filing Number BARBARA K. CEGAVSKE r 20211507792 Secretary of State Filed On Secretary of State 6/4/2021 10:22:00 AM State Of Nevada 202 North Carson Street Number of Pages Carson City, Nevada 89701 4201 1 (775) 684 5708 Website: www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) 0 Certificate of Designation 0 Certificate of Amendment to Designation Before Issuance of Class or Series 0 Certificate of Amendment to Designation After Issuance of Class or Series JBf Certificate of Withdrawal of Certificate of Designation TYPE OR PRINT USE DARK INK ONLY DO NOT HIGHLIGHT 1. Entity information: Name of entity: celsius Holdings, Inc. I Entity or Nevada Business Identification Number (NVID): INV20051151800 I 2. Effective date and For Certificate of Designation or Date: L ···· ... . time: Amendment to Designation Only J Time: (Optional): (must not be later than 90 days after the certificate is filed) 3. Class or series of The class or series of stock being designated within this filing: stock: (Certificate of l Designation only) 4. Information for The original class or series of stock being amended within this filing: ······ · ·· · .,,, · · ·· · ·· amendment of class or series of stock: l 5. Amendment of 0 Certificate of Amendment to Designation Before Issuance of Class or Series class or series of As of the date of this certificate no shares of the class or series of stock have been issued. stock: 0 Certificate of Amendment to Designation After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. 6. Resolution: By resolution of the board of directors pursuant to a provision in the articles of incorporation this Certificate of Designation certificate establishes OR amends the following regarding the voting powers, designations, and Amendment to pref E · limi tio ricti?ns tiv rig () foll() g I(ISS ()r ri s o t() · Designation only) : . . .. . ... ·· · ... . ······ ... .. ···· .. .... · ·········· ···· ···· J 7. Withdrawal: Designation being I . . 1 Date of 1 Withdrawn: Senes A Convertible Preferred Stock Designation: 08/20/2008 I No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: RES6Lv E5 Thafthe Board of Directors hereby approves the withdrawafOi each Certificate of Designation and the cancellation of the authorization of each of the previously designated series ’ .of Preferred Stock; 8. Signature: (Required) X Date: 1 o6to4t2o21 I Signature of Officer Attach additional page(s) if necessary Page 1 of 1 Revised: 1/1/2019 This form must be accompanied by appropriate fees.

 

Exhibit 3.2

 

LOGO

Filed in the Office of Business Number E0241042005 4 (. Filing Number BARBARA K. CEGAVSKE r 20211507725 Secretary of State Filed On Secretary of State 6/4/2021 10:22:00 AM State Of Nevada 202 North Carson Street Number of Pages Carson City, Nevada 89701 4201 1 (775) 684 5708 Website: www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) D Certificate of Designation D Certificate of Amendment to Designation Before Issuance of Class or Series D Certificate of Amendment to Designation After Issuance of Class or Series j;8’l’ Certificate of Withdrawal of Certificate of Designation TYPE OR PRINT· USE DARK INK ONLY· DO NOT HIGHLIGHT 1. Entity information: Name of entity: celsius Holdings, Inc. Entity or Nevada Business Identification Number (NVID): INV20051151800 2. Effective date and e t ; t o time: Date: I j Time: l J (Optional): (must not be later than 90 days after the certificate is filed) 3. Class or series of The class or series of stock being designated within this filing : stock: (Certificate of ’ Designation only) 4. Information for The original class or series of stock being amended within this filing : amendment of class ’ .. or series of stock: 5. Amendment of D Certificate of Amendment to Designation Before Issuance of Class or Series class or series of As of the date of this certificate no shares of the class or series of stock have been issued. stock: D Certificate of Amendment to Designation After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. 6. Resolution: By resolution of the board of directors pursuant to a provision in the articles of incorporation this Certificate of Designation certificate establishes OR amends the following regarding the voting powers, designations, and Amendment to p re ce: . li ’ <:l i() · tri tions (;l d r l(;ltiy i ht of t f()ll()’,\li cia ()r: : ri es of stock. , Designation only) 7. Withdrawal: Designation being I . . 1 Date of 1 Withdrawn: Senes B Convertible Preferred Stock Designation: 12/22/2008 No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: RE :fOLVED, that the Board of Directors hereby a pproves ihe withdrawalofeach Certificate of , ,Designation and the cancellation of the authorization of each of the previously designated series ; ‘of Preferred Stock; 8. Signature: (Required) X : Date: I o6/04/2o21 Signature of Officer Attach additional page(s) if necessary Page 1 of 1 Revised: 1/1 /2019 This form must be accompanied by appropriate fees.

 

Exhibit 3.3

 

LOGO

Filed in the Office of Business Number E0241042005 4 Filing Number 20211507732 BARBARA K. CEGAVSKE Filed On Secretary of State Secretary of State 6/4/2021 10:22:00 AM State Of Nevada 202 North Carson Street Number of Pages 1 Carson City, Nevada 89701 4201 (775) 684 5708 Website: www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) D Certificate of Designation D Certificate of Amendment to Designation Before Issuance of Class or Series D Certificate of Amendment to Designation After Issuance of Class or Series Certificate of Withdrawal of Certificate of Designation TYPE OR PRINT· USE DARK INK ONLY· DO NOT HIGHLIGHT 1. Entity information: Name of entity: Jcelsius Holdings, Inc. I Entity or Nevada Business Identification Number (NVID): INV20051151800 I 2. Effective date and For Certificate of Designation or Date: I J Time: I j time: Amendment to Designation Only (Optional): (must not be later than 90 days after the certificate is filed) 3. Class or series of The class or series of stock being designated within this filing : stock: (Certificate of Designation only) 4. Information for The original class or series of stock being amended within this filing : amendment of class or series of stock: 5. Amendment of D Certificate of Amendment to Designation Before Issuance of Class or Series class or series of As of the date of this certificate no shares of the class or series of stock have been issued. stock: D Certificate of Amendment to Designation After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. 6. Resolution: By resolution of the board of directors pursuant to a provision in the articles of incorporation this Certificate of Designation certificate establishes OR amends the following regarding the voting powers, designations, and Amendment to preferences, limitations, restrictions and relative rights of the following class or series of stock. Designation only) 7. Withdrawal: Designation being I . . 1 Date of 1 Withdrawn : Senes C Convertible Preferred Stock Designation: 01/15/2014 I No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: RESOLVED, that the Board of Directors hereby approves the withdrawal of each Certificate of Designation and the cancellation of the authorization of each of the previously designated series of Preferred Stock; 8. Signature: (Required) : X Date: I oe1o412o21 I Signature of Officer Attach additional page(s) if necessary Page 1 of 1 This form must be accompanied by appropriate fees. Revised: 1/1/2019

Exhibit 3.4

 

LOGO

Filed in the Office of Business Number E0241042005 4 (. Filing Number BARBARA K. CEGAVSKE r 20211507743 Secretary of State Filed On Secretary of State 6/4/2021 10:22:00 AM State Of Nevada 202 North Carson Street Number of Pages Carson City, Nevada 89701 4201 1 (775) 684 5708 Website: www.nvsos.gov Certificate, Amendment or Withdrawal of Designation NRS 78.1955, 78.1955(6) 0 Certificate of Designation 0 Certificate of Amendment to Designation Before Issuance of Class or Series 0 Certificate of Amendment to Designation After Issuance of Class or Series Certificate of Withdrawal of Certificate of Designation TYPE OR PRINT USE DARK INK ONLY DO NOT HIGHLIGHT 1. Entity information: Name of entity: celsius Holdings, Inc. I Entity or Nevada Business Identification Number (NVID): INV20051151800 I 2. Effective date and For Certificate of Designation or Date: I I Time: L : : time: Amendment to Designation Only (Optional): (must not be later than 90 days after the certificate is filed) 3. Class or series of The class or series of stock being designated within this filing: stock: (Certificate of ’ Designation only) 4. Information for The original class or series of stock being amended within this filing: amendment of class ’ or series of stock: 5. Amendment of 0 Certificate of Amendment to Designation Before Issuance of Class or Series class or series of As of the date of this certificate no shares of the class or series of stock have been issued. stock: 0 Certificate of Amendment to Designation After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation. 6. Resolution: By resolution of the board of directors pursuant to a provision in the articles of incorporation this Certificate of Designation certificate establishes OR amends the following regarding the voting powers, designations, and Amendment to p e . i m itat () : r tricti() cj e IC) iy(3 i hts 9 t foii()‘Ni ng Cl ss () r S(3 i(3 of stock. : Designation only) .... ...... . .... 7. Withdrawal: Designation being I . . 1 Date of 1 Withdrawn: Senes D Convertible Preferred Stock Designation: 04/16/2015 I No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: RESOL VEI5; fflattheEloar’d 6tt5Iredors hereby approves the wlthdrawal ofe ach certlficafe of ’Designation and the cancellation of the authorization of each of the previously designated series of Preferred Stock; 8. Signature: (Required) X Date: I o6to4t2o21 Signature of Officer I Attach additional page(s) if necessary Page 1 of 1 Revised: 1/1/20 19 This form must be accompanied by appropriate fees.